SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Warma Neil K

(Last)

(First)

(Middle)

C/O OPEXA THERAPEUTICS, INC.

2635 TECHNOLOGY FOREST BLVD.

(Street)

THE WOODLANDS

77381

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Opexa Therapeutics, Inc. [ OPXA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/31/2012		A		600⁽¹⁾	A	$1.33⁽¹⁾	8,658⁽¹⁾⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$3.8⁽⁴⁾	09/12/2012		A		43,623⁽⁴⁾		09/12/2012	01/06/2022	Common Stock	43,623⁽⁴⁾	$0	43,623⁽³⁾⁽⁴⁾	D

Explanation of Responses:

1. On December 31, 2012, the reporting person was issued 600 shares of Common Stock as payment-in-kind for interest accrued as of December 31, 2012 on a 12% Convertible Secured Promissory Note held in the principal amount of $15,000. The shares issued in payment of accrued interest payable on the interest payment date were deemed to have a value equal to the volume weighted average price for the Common Stock for the five trading days ending three trading days prior to the payment date.

2. Adjusted to reflect the issuer's 1-for-4 reverse stock split that was implemented December 14, 2012, resulting in the reporting person owning 8,058 shares of common stock prior to the transaction reported herein.

3. On January 6, 2012, the reporting person was granted an option to purchase 139,593 shares of common stock at the closing market price. The option is performance?based and begins to vest quarterly over a three-year period in two tranches commencing upon Opexa achieving certain key milestone events. The first tranche key milestone for vesting of 43,623 shares is Opexa initiating a clinical trial for Tcelna in SPMS. The second tranche key milestone for vesting of 95,970 shares is Opexa entering into a collaboration, partnership or other strategic arrangement involving US rights for Tcelna, provided that vesting for 8,724 shares in the second tranche commences three-year quarterly vesting earlier upon Opexa entering into a collaboration, partnership or other strategic arrangement involving any rights proprietary to Opexa in Asia or Europe. The performance criteria for the first key milestone has been met and vesting has commenced for the first tranche of 43,623 shares.

4. All share numbers and the exercise price have been adjusted to reflect the one-for-four reverse stock split implemented December 14, 2012.

Remarks:

	/s/ Neil K. Warma	01/28/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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